X-Men Rising
by Jaykid1
Summary: When Xavier's wife left him, his close friend and colleague Emma Frost was there to help him with the school. How would the Xavier Institute be different with another telepath in the mansion? Could use a better summary I know. New and old mutants.
1. Prologue

**Hello and welcome to my new story, X-Men Rising. I think this might be a pretty good story staring my O.C whose name you'll find out in a few.**

**Enjoy.**

-000-

In a quaint little sub-urban area, a car had pulled up to the last house on the cul-de-sac. Three of the doors opened up as the people inside stepped out. Out of the driver's seat stepped a man who stood at 6'0 tall with slick backed brown hair and blue eyes wearing a casual suit. Out of the passenger side came a beautiful woman who stood at 5'10" with long pale blonde hair, blue eyes and wearing blue lipstick wearing an all white suit. The last person out of the back seat was a seven year old boy with dirty blonde hair and bright blue eyes that were filled with mischief.

The woman grabbed the boy's hand before looking at the man. "I still don't see why we had to come." She said with slight annoyance as she motioned to the child and herself, the diamond ring on her finger glistening in the sun light. "You could have brought Ororo."

The man smiled a placating smile. "You're the one always saying we need to do more as a family. Beside's we may make Axel here a friend." The man said as he ruffled the boy's hair as said boy smiled up at him.

The woman's narrowed eyes narrowed further. "Indeed we do but recruiting is not what I had in mind. Besides, anyone of us could just make them say yes." She said as the three moved toward the house.

The man chuckled. "While true, you know that's not how we operate." The woman rolled her eye's.

As they got to the door she asked. "Were not gonna meet them all in person are we?"

The man shook his head "No, but this one's special."

"How special?"

The man looked at the boy. "Special like him."

This had the woman wide-eyed as the man knocked on the door. A few moments later, a middle-aged woman opened the door. "Hello, can I help you."

The man stood straighter. "Hello Mrs Grey, I'm Charles Xavier, this is my wife Emma Frost(1) and our son Axel. We'd like to talk to you about your daughter Jean.

Once Elaine Grey got over her shock that these people knew about her daughter, she let them in as she got her husband and they all sat in the sitting room. Axel not seeing anyone around his age, and not caring what the adults were talking about, sat quietly between his parents as he kicked his feet, much to his mothers amusement.

As they were talking, Elaine Grey was looking at a brochure of the school. "It's a beautiful campus. Don't you think John." She said as held up the brochure to her husband.

"Yes the brochure is great, but what about Jean. What about her... illness." John said uncomfortably.

Both mother and son Frost felt their eyes twitch. "Illness? You think your daughter is sick Mr. Grey" Emma said with a delicate brow raised. Elaine was slightly glaring at her husband. _'__Evidently the mother is the smarter of the two.'_ Emma thought telepathically to her husband.

Charles mentally smirked before he spoke up. "Perhaps it would be better if we spoke to Jean in person." He said. Axel perked up a bit at that.

"Of course." Elaine said. "Jean, can you come down here please." She called.

Axel turned in his seat toward the stairs and waited. He didn't have to wait long as a pretty girl who looked the same age as him walked down the stairs. He immediately noted her hair was a striking scarlet red and that she had a frown on her face. He was so focused on her he hadn't realized he had stood up and met her half way until he was right in front of her. Smiling, he held out his hand. "Hi, I'm Axel. What's your name?"

The girl blushed lightly as she looked at his outstretched hand before hesitantly taking the boy's hand. "I-I'm Jean." She said with a miniscule smile that shocked her parents.

_'She hasn't smiled since Annie died(2).'_ Both of Jean's parents thought.

Axel's smile got bigger. "Nice to meet you Jean." He said as he and Jean went to sit by their respective parents.

"We'll just leave you four alone." John said as he and Elaine left the four mutants alone.

As Jean sat across from the family of three, she began probing their minds. She was getting surface thoughts from the adults but couldn't get anything from the boy. In fact, she couldn't even penetrate his mind. _'It's very rude you know..._' A feminine voice sounded in her head that startled her. _'Reading my thoughts and my husbands without permission.'_ Emma projected to the girl's mind.

_'You didn't think you were the only one did you?'_ She recognized Axel's voice in her head. She didn't know why his voice made her stomach feel warm.

"We're mutants Jean, just like you." Charles said with a soft smile.

Jean looked disbelieving at him. "Really, I doubt that."

No sooner had she said that, Axel had turned his head outside as he sensed Telekinesis being used. Outside he, and his parents who turned when they saw him, saw the cars outside float in the air. Axel even saw the water from one of the neighbors hose rise into the air.

Jean was paying close attention to their reactions. Charles had an awed look on his face, Emma had an impressed look on her otherwise stoic face, and Axel... he was staring right at Jean with a small smirk before his irises glowed a brighter shade of blue. Jean suddenly felt strained as she struggled to keep the vehicles in the air. She noticed Axel was focusing hard on something and realized he was lowering the vehicles. The two were at a stalemate before Jean finally gave in and Axel lowered te vehicles to the ground completely.

"Impressive. Just like Axel, you have more power than you know. The question is... Will you control it, or will it control you?" Charles asked after the demonstration of power between the two children.

Jean looked uncertain, she knew what he was really asking. He wanted to know if she wanted to go to the institute. Looking at the smiling face of Axel, she softly smiled back, she had made her decision...

-000-

10 Years Later...

Much had happened in the past ten years since Jean decided to go to the institute. For one thing Jean and Axel made quick friends with each other, but then again, considering they were the only students at the institute it wasn't that big of a surprise. The school steadily got more members, but they were always older than the two of them. So for a while, all they had was each other, which was okay with them. They spent so much time together, almost like siblings, they shared everything with each other. What was not lost on anyone was that Jean only smiled around Axel, something that he asked her about while her reply was she didn't wish to talk about it.

Something that had become routine around when Jean first joined was her being plagued by nightmares that ultimately led to a few nights with her bunking with Axel. Before long, Jean gave her full and complete trust to Axel when she told him that the nightmares were of death of her friend Annie. While Axel couldn't relate, he did his best to comfort her. With that burden off her shoulders, Jean finally managed to smile around others.

It was a year after Jean joined that they finally got two members around their age. The first was a boy named Scott Summers. Scott had, to use his words, a bazooka behind both his eyes. Because of this, the boy had to wear special red rimmed glasses to keep him from destroying everything he looked at. The other boy who joined was named James Howlett Jr., or Jimmy(3) as he was called. Jimmy was the son of one of Charles's friends, James Howlett Sr., or Logan(Axel wasn't sure how you got Logan from James, but he wasn't about to ask.)(4). Jimmy inherited his power from his father. The only thing he could do that his father couldn't was secrete a metallic alloy from his body that covered his bones.

They all became friends easily, while Axel and Scott maintained an okay friendship. Scott had developed a bit of a crush on Jean as the four got older. And given the time she spent with Axel made him jealous. Jimmy's remarks certainly didn't help.

About two years later, Charles and Emma went out on a mission that put them face to face with their former ally Erik Lensherr, who was now going by Magneto. The resulting encounter led to Charles being injured. Thankfully, Emma was there to back him up and it was nothing serious and the man made a full recovery. In another life, he could have wound up paralyzed. This did leave Axel with resentment toward Magneto, it didn't help that he heard the man placed his own daughter in a crazy house because she couldn't control her power.

Before long, the four friends found themselves in highschool... which is where we find them now.

-000-

Bayville High, evening...

It was the second quarter of the football game and Bayville was in the lead, 49-17. The school was cheering loudly for their players. Up in the bleachers, we find three certain people of interest, all men.

The first male stood at 6'0, had brown hair, red rimmed glasses and was twirling a quarter over his knuckle in boredom. This was Scott Summers, otherwise known as Cyclops. He was wearing a navy sweater over an olive shirt with olive pants and brown loafers. He had a rather lanky frame but nevertheless had a physique like a runner.

Next to him was a teen who stood at 5'10" with short sandy blond hair with darker sideburns and black eyes and chewing on a toothpick. This was James(Jimmy) Howlett Jr., otherwise known as Ripper. He was wearing a black muscle shirt with fingerless gloves, blue denim jeans that covered his biker boots. Jimmy was the most physically gifted of the three boys as his shirt hugged his heavily muscled frame.(5)

The last man next to him stood at 6'1" with curly dirty blond hair that fell down through the black beanie he wore and bright blue eyes. While it appeared he was watching the game, the sandy blond next to him knew he was watching the sexy red head snapping pictures of the game for the yearbook. This guy was Axel Frost-Xavier, otherwise known as Apollo. He was wearing A black shirt under a black leather jacket with White pants and black sneakers. Axel was right in between the other two in terms of muscle, he wasn't scrawny but he wasn't heavily muscled either. He maintained a wiry frame. With his powers he didn't need bulky muscles.

The aforementioned red head was 5'10" with green eyes and had a body that other girls would kill for. This was Jean Gray, otherwise known as Scarlet. She was wearing a lavender v-neck shirt that left her midriff exposed with beige khakis and open toed sandals. She also had Gold bracelets on both wrist and gold rings on her forefingers and thumbs.

Axel had been watching Jean taking pictures when his eyes drifted down when he detected movement. He saw a hand come up through the bleachers and snag someone's wallet from their back pocket. He wasn't the only one, Jimmy and Scott saw it too. "And that's why I keep my wallet attached to a chain in my side pocket." Jimmy commented.

"How should we handle this?" Scott asked.

"We should get down there. I saw Duncan and his goons heading under too." Axel said as the three got up and headed down the bleachers.

-000-

Todd Tolansky, or Toad was being held up by the collar of his shirt by Duncan. "Lets crush him Dunk." One of is goons said.

"Hey!" A voice called out startling the jocks and Toad as they turned to see Axel, Jimmy and Scott. Axel was the one who spoke. "Why don't you pick someone your own size."

"Beat it Frost, what do you care about this loser anyway." Duncan snarled at Axel. His animosity toward Axel always appeared comical to said individual.

"I care when I see a bunch of bully's picking on someone who can't fight back. So back to my original point, pick on someone your own size." Axel said as he cracked his knuckles, Jimmy popped his neck and Scott adjusted his glasses.

"Fine." Duncan started as he dropped Toad who promptly hopped away. "We'll kick your asses and then get toad boy." He said as he and his goons advanced on Axel and the others. Duncan went right for Axel and threw a right hook that Axel promptly avoided, as he did with every strike Duncan took. Jimmy ultimately did the same thing. Before Scott could do anything against his charging opponent, he got distracted by a voice.

"Guys, no!" Jean called out.

Distracted by Jean, Scott turned away as the guy charging him crashed into him and slammed im into the support beam and knocked off his glasses releasing his powers. The resulting blast knocked back everyone else and continued to a propane tank that caused a massive explosion. The fire department, the police and ambulances arrived shortly after.

A few minutes later Jimmy stood up and dusted himself off and noticed Scott's glasses by his foot. Leaning down, he picked them up and walked over to Scott who had his head in his hands. "Here shades." Scott took his glasses and when he could see, he saw Jean had taken up residence by Axel's side and scowled.

"Hey, you okay?" Jean asked as she helped Axel up only to gasp at the large gash across his forehead that was bleeding profusely. Before she could say anything, Axel's irises glowed green before his gash started healing.

"I'll be fine." He said with a smirk when it was fully healed. Jean saw his face was still bloody and pulled him toward the bathroom where she went in a got a wet paper towel to wipe the blood from his face.

"Hey, you guys okay?" Jimmy asked as he and Scott approached.

"Yeah, were fine." Axel answered before looking around at all the chaos. "We should probably go." All in agreement, the four mutant teens fled the area. Before he got to far, Axel saw a police officer questioning the explosion. His irises glowed a brighter blue and the officer suddenly wrote it off. His job done, he went to catch up with the others.

None of the four noticed the black Rolls-Royce drive by containing Axel's parents.

-000-

Early the next morning, an alarm clock went off before a fist came down and hit the snooze button. Axel woke up on his back like he did every morning. However, this morning he could feel a something snuggled into his side. Looking down, he was met with striking red hair. Axel couldn't help but chuckle as Jean had somehow got under his right arm, held tightly to his body with her leg tangled with his. He could tell that even though her eyes were still closed, her breathing told she was very much awake. "Still having nightmares after 10 years?" He asked as he combed his fingers through her hair.

Jean moaned at his touch before she replied. "No, just missed the warmth you offer."

Axel chuckled again and continued his ministrations. After 10 minutes he sighed. "Jean, we gotta talk."

Jean pushed herself up to her knees and arched her back as she stretched popping her bosom out and making Axel cross his legs under the blanket. "About what?"

Before Axel could reply, there was a knock on the door. "Hey X, you might want to hurry, before you miss breakfast. And tell Red Shades is looking for her." Jimmy said behind the door before he walked away.

_'Damn, his sense of smell.' _Jean projected to Axel who nodded.

"You'd better go, we'll talk later." Axel said while she nodded. Jean got off the bed and sashayed her hips as she left.

Axel shook his head. _'Why does she have to be such a tease.'_

-000-

Character Profile:

X-Men

Name: Charles F. Xavier a.k.a Professor X

Age: 37(début), 47

Mutation: Telepathy, Latent Telekinesis

Mutant Class: 4 Alpha

Name: Emma Frost a.k.a White Queen / Black Queen

Age: 32(début), 42

Mutation: Telepathy, Latent Telekinesis, Organic Diamond Form (Super strength, stamina and durability as well as Psychic Immunity and slow physical aging)

Mutant Class: 4 Alpha

Name: Ororo Munroe a.k.a Storm

Age: 32

Mutation: Weather Manipulation

Mutant Class: 4 Alpha

Name: James Howlett(Logan) a.k.a Wolverine

Age: 100+

Mutation: Regenerative Healing Factor, Retractable Bone Claws(Adamantium skeleton), Superhuman senses.

Mutant Class: 3-4 Gama-Alpha

Name: Axel C. Frost-Xavier a.k.a Apollo

Age: 7(debut), 17

Mutation: Telepathy, Telekinesis(Psychic sensing), Energy Manipulation(Energy blast, energy shields, flight, superhuman physical capabilities, denser skin and healing factor)

Mutant Class: 5 Omega

Name: Jean Grey a.k.a Marvel Girl

Age: 7(debut), 17

Mutation: Telepathy, Telekinesis

Mutant Class 5 Omega

Name: Scott Summers a.k.a Cyclops

Age: 17

Mutation: Concussive Optic Blast

Mutant Class: 3 Gama

Name: James Howlett Jr.(Jimmy) a.k.a Ripper

Age: 17

Mutation: Regenerative Healing Factor, Retractable Bone Claws, Superhuman senses, Unknown metallic substance secreted by body to cover bones

Mutant Class: 3-4 Gama-Alpha

-000-

1. Has anyone seen this pairing before.

2. For those that don't know, when Jean was 5 years old she saw her best friend Annie get hit by a car and die. The trauma of that event is what activated her powers.

3. Look up James Hudson Jr. on marvel database to see this guy, he's really wolverine's son.

4. This Logan's memory loss isn't as severe. For instance, he know's Sabertooth is his brother.

5. Basically the same as Wolverine.

**Well ladies and gents, that's chapter 1 of the new story. Hope you like it. Any questions, leave them in reviews or PM me.**

**RnR**

**TTFN**


	2. New recruits and talks

**This is chapter 2, hopefully this gets more people interested.**

**On the Character Profiles, some of the Mutant Classes are only due to age so if you feel like someone should be more powerful that is mostly the reason why.**

**Should have mentioned this earlier too, the time frame is up to now.**

**Enjoy!**

**P.S. To those that read chapter 1 in the first week, I changed Jimmy's age from 16 to 17. I also made a slight change to Axel's clothes.**

-000-

Charles Xavier had just drove past Bayville High-school. He sensed that their was a problem at the school and headed there on his way to the train station. When he arrived, he saw a fire that looked to be originating from the snack bar.

"Why do I get the feeling your son has something to do with this." His wife Emma commented from the passenger seat, her face as young and stoic as ever.

Charles chuckled a bit. "Why is it whenever there's a chance that he's in trouble, he's my son?" He asked.

Emma sent him a look that said 'isn't it obvious'. "Because my son's a brilliant straight 'A' student who keeps his nose clean."

Before he could reply, a voice from the back seat spoke up. "Daddy, is X in trouble?" Asked Charles and Emma's 4-year old daughter Eva. Eva had been a little surprise, Charles and Emma weren't trying for more children, however there was an unforeseen circumstance that led to her conception. Jean was going through puberty. It was about 5 years ago when she still didn't have much control of her powers. While she was having certain dreams, about a certain dirty blond no less, the passionate nature of the dreams was seeping though the mansion due to her strong telepathy. One thing led to another and well... lets just say there's a reason Eva's middle name is Jean.

Charles smiled reassuringly at his princess who was the spitting image of his queen. "No dear, I'm sure Axel is fine."

Eva didn't look all that convinced until she perked up and looked out the window. Charles and Emma looked out as well, having a pretty good idea what she was looking at. Low and behold, there was Axel who was unsurprisingly with Jean who looked to be wiping something from his face. It baffled Charles and Emma how Eva seemed to always know when her brother was near without using her powers. Even as a baby she never fussed or cried if Axel was in the immediate vicinity.

They kept watching as Jimmy and Scott arrived on the scene and the four moved to leave the area before Axel suddenly stopped as he stared at an officer for a moment before he ran to catch up with the others.

"Well, looks like they've taken care of things here, we'd best go, we have a student to pickup." Emma commented as Charles nodded before driving off toward the train station.

When they got there, Charles, Emma and Eva, who was between her parents and holding both their hands, were waiting by the train for the newest addition to the institute.

Emma saw a teen get off the train. "Is that him?"

"No, that's not Kurt." Charles said as he looked to the end of the train where a figure with a cloak that covered their entire body as well as their face. "This is." He pointed out. Emma took the boys 'appearance' in.

"Lovely." She said.

-000-

The next day...

Axel was just finishing getting dressed. From the bottom up he was wearing black and white converse, beige cargo pants, a white undershirt with a black unbuttoned henley shirt over it with the sleeves up pass his forearms. He also wore a grey beanie centered on the back of his head, a watch on his right wrist and a rubber band on his left.

Looking in the mirror and nodding at his appearance he left his room and headed for the foyer. On his way there, he heard Jean's voice in his head. _'Can you come rescue me?'_ She projected.

Axel was about to ask from what before he heard Scott's voice. "Give it up Jean its hopeless."

_'Hehehe. Hang on, Apollo to the rescue.' _He projected back as he headed toward Scott.

"Look, you want me to blow this door dow..." The rest of what Scott was going to say was cut off as Axel arrived.

"Geez Scott, you would think after living here for 9 years you would know that rushing her only makes her take longer." Axel said as he lean on the wall, hands in his pocket.

"Were going to be late, Axel." Scott said with a hint of annoyance.

Axel mentally rolled his eyes at Scott's attitude. If it were just him and Scott, they were perfectly fine and he was friendly, but add Jean to the equation and Scott always got this pissy attitude and aimed it at Axel. "You know if it's that important to you, I could always take Jean, that way you won't have anything to worry about." Axel knew he wasn't really helping but it was so much fun to watch Scott's face scrunch up.

Before Scott could say anything though, Jean came out of the bathroom fully dressed and ready to go. "That's a great idea!" She exclaimed as she sauntered over to Axel and looped her arm with his as she pulled him along. A fuming Scott trailed behind them.

When they got to the stairs, they saw Jimmy waiting for them before they all went down together. As they reached the bottom, Axel sensed his parents in the adjacent room. "Mom, Dad, we're out of here!" He called.

"Just a moment you four, come here, we'd like you to meet someone." Charles called out. The four student walked in to see Charles, Emma, Eva, who upon seeing Axel ran to him as he picked her up, and a person completely shrouded in a coat.

Emma smiled at her children before speaking. "This is Kurt Wagner, he arrived last night."

Axel handed Eva to Jean, who happily held the cute little blond, as Axel walked to Kurt. "Nice to meet you Kurt, I'm Axel." He said as he held his hand out to shake.

Kurt backed away a bit. "It's alright Kurt, your among friends." Charles said as he stood next to his wife. Kurt walked forward and placed his hand in Axel's. The appearance of his hand, shocked Scott and Jean, made Jimmy raise a brow and Eva cock her head curiously. Axel didn't so much as flinch, just smiled.

"Is this what you were worried about, a little fur. Please, my best friend has claws in his hands. I found that out the hard way." Axel said with a laugh.

Jimmy stepped forward. "As oppose to getting blasted through a wall shaking your hand for the first time." He said patting Axel on the back before he put his hand out for Kurt to shake. "Jimmy, nice to meet you bub."

"Hello" Kurt said with a hint of confusion in his voice.

Picking up on his confusion, Charles explained. "My son Axel, while possessing Telepathic and Telekinetic powers, can manipulate energy in its purest form, granting the ability to do many things. One of which allows him to fire, as he calls them, blaster shells."

Kurt removed his hood revealing a blue furred face with pointy ears. "Cool."

"Oh stop, you'll make me blush." Axel said sheepish.

Ignoring his son's antics, Charles continued. "Jimmy has a healing factor whose limits have yet to be confirmed. He also has bone claws as well as the ability to coat his body in an unknown metallic alloy." As if proving his point, Jimmy lifted his arms and popped his three claws from between his knuckles. They were a foot long and made of bone. Suddenly, a dark almost black substance secreted from his knuckles, coating his claws before solidifying becoming sharp metal claws. Charles continued down the line. "Jean here like Axel, has Telepathic and Telekinetic powers." Jean wiggled her fingers in greeting. "My daughter Eva, while young, is much the same, though like her mother, she posses an Organic Diamond form." Eva enthusiastically waved her arm at Kurt. "Scott's eyes emit a destructive optic blast beam, though his control could be better.

Scott looked sheepish. "I guess you heard about last night."

Emma was the one who answered. "Difficult not to, it was on all the news channels." Scott looked about to protest before Emma raised her hand. "Save it, it doesn't matter, no one was hurt and Axel kept the police from asking questions." She said.

Jean trying to remove the tension turned toward Kurt. "What about you Kurt, got any special skills that brought you here?" She asked.

Suddenly, Kurt vanished in a puff of smoke and brimstone and reappeared on the other side of the room. "Maybe." He said as his tail wagged behind him.

"Cool." Came the voice of Eva.

Emma took her daughter from Jean as she spoke. "We'll help Kurt get settled in, in the meantime, you all have school." The teens nodded and made to leave. As they were leaving, Ororo Munroe, or Storm was entering the room.

"Hey mom, bye mom." Jimmy said as Ororo kissed his forehead as he was leaving. Ororo had been in a not so secret relationship with his father Logan for a few years now. One day Jimmy had called her mom without realizing it and since then had stuck with it. Ororo already saw him as her own so she certainly didn't mind.

When they got outside, Scott headed for his convertible hoping Jean would reconsider and ride with him. That hope was slashed when Jean, with her arm looped with Axel's, walked right past him and straight to Axel's Chevy Camaro. It didn't help that Axel trusted Jean with his car keys and let her drive. Scott didn't trust anyone with his keys. Bad enough Axel had a better car but Jimmy walked further to his own Dodge Challenger. How did they even afford those.

What Scott didn't know was that, with the help of his mother, Axel had invested money into several business' and had quite a substantial amount of money stashed away. The same could be said for Jimmy, it paid to have a Telepath for a best friend.

When they got to the school, Axel was about to get out of the car when Jean grabbed his arm and stopped him. Looking to the driver's seat, Axel saw Jean's face was blank, as if she was thinking of something important. "What's wrong Jeanie?" Axel asked, calling her the nickname only he got away with.

Jean stayed silent for a moment before turning to Axel. "I...I realize I probably sound insecure, but earlier today you called Jimmy your best friend and well... I just... I thought I was your best friend." She said sadly.

Axel realized what the problem was, looks like they'd be having that talk earlier then he expected. Taking a deep breath he explained. "Honestly, since I met Jimmy, he and I have been like brothers we've got so much in common and we have always had each others backs since day one, it's easy to picture him when I think about who my best friend is. Now you on the other hand, for the first few years that we were friends, I did consider you my best friend. But as we got older, my view on you changed. You became more important to me than I thought you could be. And the more I thought about it. From the very first day that we met up until now, you and I have never truly been friends, we have always been more than that. I don't know what that means for us personally, but I know, and I know that you know too, that their has been something between us for the past ten years. And to be perfectly honest, I want to see where this goes. What do you think?"

The entire time he was talking, Jean had been listening intently and silently agreeing with what he had been saying. When he asked what she thought, rather than answer him verbally, Jean grabbed the back of his head and pulled him into a searing kiss.

They didn't know how long they were there kissing but they did know that the warning bell had just rang. Leaving the car and rushing inside, Axel walked Jean to her class before he shot off to his class making it right before the bell rang. Sitting in his seat, he got the feeling he was being watched, looking to his right, he saw Jimmy giving him a shit eating smile as if to say 'I know what you did'.

_'Sometimes I wonder which one of us is the Telepath.'_ Axel thought sighing.

-000-

Later that day...

Axel was leaving a class and headed to his locker to put away his books and meet Jean and Jimmy in the lunchroom. When he shut his locker, he saw the same guy he saved from Duncan.

"Hey, your that guy that helped me yesterday, thanks." The guy said.

"No problem, though you shouldn't have been stealing, no reason for you to get beaten for it." Axel replied.

"Your name's Frost right?" The toad like boy asked.

"Yup, Axel Frost-Xavier. And you are?"

"Todd Tolansky, at your service." The guy said as he hopped up on the lockers.

"Ha, you sure I shouldn't call you Toad, between that jump and your tongue it seems right."

"How'd you know about my tongue?" Toad asked confused

"Seriously dude, nobody has a grey tongue." Axel deadpanned. Toad looked sheepish. "Anyway, you wanna get lunch?"

Toad looked shocked. "What with you and your friends, thanks but no thanks, not really my scene." With that toad hopped away.

When he was sure Toad was gone, Axel reached to his hip holster and pulled out his cell-phone as he headed to a quiet area. He didn't notice his principal sending him a yellow eyed glare.

-000-

Charles was sitting in his study enjoying a good book. Emma had taken Eva to have a mommy-daughter day. Suddenly, Cerebro detected a new mutant. As he was walking to Cerebro, the module started ringing. Pressing a button once he sat at the chair to enable the speaker phone, he spoke. "Hello Son."

"Hey Pop, listen I think I found another mutant." Axel said from his end.

"Yes, Todd Tolansky. Cerebro just got a reading, he must be using his powers openly now."

"Trust me, he is. The guys a human toad. I'm really hoping is stench isn't part of his mutation and he just needs a shower. Anyway should I bring him in?"

"No need, I get the feeling he'll come to us."

"Alright then, see ya later."

"Oh and before you go, congratulations. I hear you and Jean are finally together." Charles said with mirth.

"How did you... Let me guess, Jimmy. He is so dead next DR session." With that, Axel hung up.

Charles chuckled. _'Aw, to be young.' __'Ororo?' _Charles called mentally.

_'Yes Charles.' _ Ororo answered as she watered her garden.

_'I was wondering if you could audition someone for me?'_

-000-

That Evening...

Toad was outside the mansion in a suit that really made him look like a human toad. As he hopped over the gate, a storm suddenly appeared overhead. he hopped away to try and find cover. Inside the mansion, Kurt, now nicknamed Nightcrawler, was heading to the foyer in his new X-men suit when the storm hit, he was a bit apprehensive about the storm that came out of no where but ultimately put it to the back of his mind before the door burst open and a body flew into him.

Hopping up, Kurt and Todd circled one another. "What are you? Some blue furred plushie." Toad taunted.

"As oppose to smelling like a dead 'vater buffalo." Kurt countered before the two started a tussle as they took off through the mansion. As they were fighting, they found their way back to the foyer where Emma, Charles and Ororo tried to stop them until Toad held onto Kurt and they both teleported to the Danger Room.

Unfortunetly for them, Apollo and Ripper were already inside and had the Room on a setting that Logan would be hard pressed to get through. It was on a simulation where they were fighting two giant robots while simultaniously dodging artillery fire, while Scott and Jean where in the observation deck watching. Both boys were wearing their uniforms. Ripper's consisted of Army style black baggy pants tucked into combat boots with an X belt buckle. He had a short sleeved muscle shirt on and a pair of leather gloves with openings between his knuckles. Axel was wearing black, white and grey Camo pants tucked into combat boots with a red X belt buckle. A sleeveless muscle shirt that doubled as a face mask and a jacket with am X emblem on both shoulders.

They were just about to attack the robots directly when Kurt and Todd ported in and Landed right in the middle of the battle zone. Looking around they saw the devastation and the giant robots and screamed. Before things got out of hand Axel called up. "Jean, cancel the program!"

Before the two new additions could be hurt, the simulation ended and the room changed to a giant metal room. "Forget this, giant robots and explosions, I'm outta here." Toad said as he took the closest exit out.

Jimmy walked over toward Axel. "I'll make sure he doesn't get in more trouble." He said before he ran after toad.

Toad was hopping through the mansion before he found a window and jumped out, only to come face to face with a tall gruff man(1). "Going somewhere Bub?" The man asked as he popped three metal claws through his knuckles.

"No Logan, let him go." Charles said as he arrived on the scene followed by Jimmy.

"Hey Dad, welcome back." Jimmy said to his father.

"Heh, glad to be back runt." Logan replied with a smirk as Toad hopped away. "I came back because I smelled trouble brewing, course it might've been stink boy there."

"Nevertheless, glad to ave you back old friend." Charles said smiling.

-000-

Later that night...

Axel had left his bathroom with a towel over his head and a pair of sleep shorts. When he finished towel drying his hair, he removed the towel only to see Jean sitting on his bed in one of his shirts. "Well this is a surprise."

"The nice kind?" Jean asked seductively.

Axel smiled. "Not even gonna wait for me to fall asleep anymore before you sneak in?"

Jean shrugged before she stood up and approached him. "Any one who would care didn't see me enter. Besides, then you were my friend..." She paused as she wrapped her arms around his neck. "And now your more." She said as she pulled him into a kiss.

_'I love being more.' _He thought as they fell back on the bed.

-000-

Character Profile:

X-Men

Name: Eva J. Xavier

Age: 4

Mutation: Telepathy, Telekenisis, Organic Diamond Form(See Emma Frost CH1)

Mutant Class: Level 2 Beta

Name: Kurt Wagner a.k.a Nightcrawler

Age: 16

Mutation: Teleportation

Mutant Class: Level 3 Gama

Brotherhood

Name: Raven Darkholme a.k.a Mystique

Age: 40+

Mutation: Shapshift

Mutant Class: 3 Gama

Name: Todd Tolansky a.k.a Toad

Age: 15

Mutation: Powerful leg muscles, prehensile tounge, Spit spray

Mutant Class: 3 Gama

-000-

1. I'm doing Hugh Jackman Logan.

**That's chapter 2 hopefully I get more reviews for this.**

**RnR**

**TTFN**


	3. The X-impulse

**Hey guys, got a new chapter of X-men Rising. I'm surprised everyone like's this story but I'm not complaining. I would like more reviews though.**

**For those that don't know, there is a poll on my profile regarding this story. **

**I went back and changed Jean's code name from Scarlet to Marvel Girl.**

**Word of Warning, there is mature content in this chapter so if that offends anyone, sorry but the story is rated M for a reason.**

**Enjoy!**

-000-

Axel was awakened by the sound of his alarm clock. Reaching over, he slammed his fist down on the snooze button. He was about to get up when he felt a weight on his bare chest that felt like more skin. Looking down, he saw a topless Jean snuggled into his chest. Lifting his blanket some, he confirmed that they were both naked. He lowered it and held a huge smile on his face as he remembered what happened last night, glad he hadn't dreamt the whole thing.

**Flashback (Mature Content Ahead)**

Axel and Jean had fallen back on his bed attached at the lips. Axel had turned so Jean was straddling him as she combed her fingers through his damp hair while he had a firm hold on Jean's plump behind. Before long they broke the kiss as Jean sat upright while looking down lovingly at him. Axel had a dazed expression on his face which quickly changed to stupefied awe when he saw Jean take off his oversized shirt she was wearing. What had him in awe was that Jean was completely naked under that shirt. Seeing his expression Jean spoke. "Like what you see?" Unable to use his voice since his throat suddenly went dry, Axel simply nodded dumbly. "Well... you gonna stare the whole time, or do you want to get to know these girls better?" She said as she squished her perky breast together with her arms and shook them a bit.

Axel was mesmerised before he shook his head. "Are you sure you want to do this?" Axel asked as he finally got his voice back.

"I've never been more sure of something in my life. You and I have 10 years to make up for, and I intend to collect." Jean said with a seductive smirk.

Something must have clicked in his brain because no sooner had she said that had a predatory smile that would have made Logan and Jimmy proud worked it's way onto Axel's face and suddenly he flipped them over so he was on top and kissed Jean with all he was worth while his hands were busy getting familiar with a hand full of her girls. Jean had wrapped her legs around his waist and was bucking her hips, grinding her core into his clothed erection. Axel groaned as he disengaged from her lips and kissed down her jaw line to her neck and down to her collarbone. Jean had to suppress the moan that was trying to force its way out of her mouth instead only letting out groans and tiny mewls.

Both would-be lovers knew they had to keep quiet on account of the two feral mutants with good hearing, they'd have to worry about the smell later. Axel also made sure to put a mental barrier around the room before his groin got full dibs on the blood supply to prevent any thoughts from entering or leaving, but mostly so the other 3 telepath's in the house couldn't detect what was going on in the room.

Axel dipped lower and started kissing Jean's right breast before he took her nipple in his mouth and started sucking while he pulled and fondled the left one with his right hand. Jean couldn't help but let out tiny moans and pleasurable hisses as she grasped the bed sheets. Axel switched breasts, paying equal attention to it that he did its twin before he started kissing, biting and licking down her body, relishing in the little noises that were coming out of Jean's mouth. He'd make a mental note to sound proof his room later, he wanted to hear those noises. Axel slid off the bed as he kneeled before his true prize. Jean's core was already moist from his earlier ministrations. Pulling her body closer, he slid her legs over his shoulders as he glanced up at her to see she had her mouth covered with one of her hands. Smirking up at her, he looked down at her flower and dove in, giving a long lick from the bottom to the top of her slit before closing his mouth around her clit. It was lucky Jean had a hand covering her mouth otherwise she would have let out a scream that would have alerted the whole mansion to what they were doing. Jean threaded her other hand through Axel's hair as she grabbed a tight hold of it to anchor herself.

Axel could only guess he was doing something right by the surface thoughts that came from Jean. For such a good girl, she had a very colorful vocabulary that would make Logan do a double take. He continued to suck and lick her clit and folds while also pumping his index and middle fingers inside of her. Jean was basically riding his face until he felt her clench around his fingers and with a muffled groan and mentally screaming his name, not to mention causing a few objects in the room to float around, Jean came, spraying her juices into the waiting Axel's mouth. Lapping up the liquid like a man fresh out the desert, Axel was feeling quite proud of himself as he untangled himself from Jean's legs. Sitting up on his knees he saw Jean breathing heavily. His irises glowed a brighter blue for a second as he scanned her mind to see where her head was and smiled a slightly smug smile when he realized her brain was basically rebooting itself. When he sensed her brain coming to again, the only warning he had was Jean blinking before she pounced on him.

Jean was basically seeing white. She had experienced the most pleasure she ever felt and she and Axel hadn't got to the actual sex yet. Jean felt conscious thought coming back to her and the first thing she saw was Axel with a smug smile on his face. Jean suddenly blinked and the next thing she knew she had Axel pinned to the ground with her tongue down his throat, tasting herself on his lips. She was grinding her sensitive core on his leg, sending jolts of pleasure through her spine causing her to moan into his mouth. Finally she broke the kiss, leaving Axel dazed as she shimmied down his body and looked down at his sleep shorts with a large tent holing them up. Lifting her hand, she used her powers to tear his shorts off, giving her an unobstructed view of his manhood. She knew from the times she snuck in to sleep with him as they got older that it was big as she had rubbed her leg against it in the past, but feeling and seeing were two different things. She looked at the large appendage with a look that resembled wonderment. She grabbed it gently with both hands and started pumping it, causing Axel to groan. She continued to pump until she lowered her head and tentatively licked it. Not finding the taste bad she licked all along the shaft before she got to the head and slowly took his member into her mouth.

Axel dug his fingers into the carpet, he wasn't gonna ask Jean to do that but he sure as hell wasn't gonna complain since she was. Jean bobbed her head up and down slowly just to make sure his dick was nice and slick. She took him out of her mouth and moved her body so the head of his member was prodding the opening of her maidenhood. Axel grabbed Jean's hips as she rested her hands on his. They locked eyes, neither worrying about Jean being in pain. They both remembered when she lost her hymen in a danger room session a few years ago. Jean slowly lowered herself, while there wouldn't be pain, Axel was very well endowed and she would have to stretch to accommodate him. When she finally bottomed out, she let out a breath she didn't know she was holding and felt a wholeness she never felt before. Axel was biting his lip so hard he almost pierced it.

When Jean felt she was ready she started lifting herself up and dropping down, Axel doing what he could to help. It was awkward at first, but soon enough they found a rhythm to go at. Jean had her hands on Axel's chest as she bounced on his lap while Axel kept her steady, both finding it harder and harder to keep their noises to a low level. Axel managed to bend his legs and plant his feet on the ground to thrust back, causing Jean to mewl and leave scratches on his chest. Jean fell forward pressing her chest to Axel's as he continued thrusting. Finally Jean felt a stirring in her stomach as Axel felt he was close to climaxing. "Jean, I'm about to..."

"Me too. Go ahead I took precautions." She told him.

Getting the go ahead, he sped up his thrust while Jean latched their lips together as they both climaxed, moaning into each others mouth. When they came down, Jean unlatched their lips and laid her head on Axel's chest. "That was fun." She giggled.

"Yeah, I suppose." He said getting an odd look from Jean.

"You didn't like it?" She asked self-conscious.

"No, no I loved it, it's just... You gotta admit, it took us a second there to get a rhythm going." He explained.

Jean slightly nodded before she sat up and gasped when she felt that Axel was still hard. She looked down at him "Still?"

He sent her a smug look. "Super stamina and endurance remember. Since the night is still young, I think we need a lot of practice. After all, we got 10 years to make up for, right?"

Jean let out a small 'eep' before round two started. It was 10:30 when they started again and they wouldn't stop practicing until 3:00am when they finally crawled into bed to sleep.

**Flashback End (Mature Content Done)**

Axel was reminiscing when he felt a pair of lips kiss the underside of his chin. Looking down, he saw a pair of green eyes that he fell in love with years ago.

Jean was smiling a satisfied smile. "Hey."

"Hey yourself." He replied. "How you feeling?"

"Good, I finally have the feeling back in my legs." She said back. "What time is it?"

Axel looked at his clock. "6 o'clock, we got an hour before we have to be up."

Jean sat up and stretched her back before looking at Axel. "You want to take a shower?"

One of the perks of being the son of the guy who owned the mansion, you got a room that had it's own bathroom. Axel pretended to mull it over in his head. "Yeah." He nodded before sitting up. The couple got out of bed, Axel holding Jean close as she stood with shaky legs, and walked to the bathroom and took a hot shower that quickly turned steamy.

45 minutes later they left the bathroom, Axel in a tank top and boxers and Jean in his robe. They walked to his bedroom door. With one last kiss, they opened the door so Jean could go back to her room before everyone woke up. Unfortunately for them, someone was waiting for them. As soon as they opened the door, they found Jimmy leaning against the wall with a shit-eating grin on his face. "Well, I know two birdies that had a good morning." He said cheekily before looking at Jean. "Heard that big finish. Bravo."

Jean turned the color of her hair while Axel's brow twitched dangerously. Jean excused herself and shot off to her room with a limp while Jimmy got off the wall and walked into Axel's room while Axel glared at him. "I take it you know what happened last night." It wasn't a question, it was a statement.

"Don't you mean last night leading into the morning." Jimmy said making Axel groaned as he grabbed his clothes and got dressed. "Besides even if I didn't, I would now, on account of the smell of sex permeating the room." Jimmy added as he opened the balcony door to let the air clear.

"What do you want, aside from getting on me about what I do with my girlfriend?" Axel asked.

"Right, I just came to tell you that the Prof. had a mission for us since we have a few free periods today." He said seriously as he leaned on the balcony door.

"What's the mission?" Axel asked putting his hat on.

"Apparently Cerebro detected two mutants late last night in generally the same area. So you, me, your mom and dad are going while my mom and dad are watching Eva."

Putting on his shoes, Axel stood. "Alright, let's rock." He said as he and Jimmy headed down stairs and met up with Jean in the foyer.

"Hey." She greeted Axel with a kiss while both ignored the wolf-whistle from Jimmy.

"Oh I'd love to do that all day but unfortunately I have a mission with Jimmy." Axel said sadly.

Jean frowned. "This mean I have to ride with Scott?"

"Course not, but you have to put gas in the car." He said handing her his keys.

"Thanks and good luck." Jean said as she pecked his lips and headed for the Garage. Scott chose that moment to come downstairs.

"Hey guys, where's Jean?" He asked.

Before either boy could answer, they heard Axel's car start and peel out of the garage. "Sounds like she just left." Axel said.

"You just gave her your keys?" Scott asked incredulous.

"Course, since Jimmy and I are going on a mission, I gave my girlfriend my keys." Axel said with a smirk that got bigger when he saw the look on Scott's face. It looked like he swallowed a lemon.

"G-Girlfriend?"

"Yup, made it official yesterday before school. I'm surprised Jimmy didn't tell you, he seemed to tell everyone else." Axel said to Scott before turning to Jimmy, who tried and failed to look innocent.

"I thought I left someone out." Jimmy said with a contemplative look on his face. "Oh well. Besides X, you should be happy, you didn't want me to tell everyone anyway." Jimmy said.

Axel sighed before he turned back to Scott, or at least he would have if Scott was still there. Somewhere between his talk with Jimmy, Scott left. He could just hear him tear down the driveway.

"He seem upset to you?" Jimmy asked.

"Very. But then again, it was no secret that he had a crush on Jean." Axel shrugged.

"Tough luck for him." Jimmy said. "At least he only found out about the relationship. Imagine how he would have reacted if he found what you two did last night and through to the early morning." Jimmy said with a smirk before he felt knuckles hit upside his head as Axel walked off. "Touchy, touchy." Jimmy said, rubbing his head as he followed.

-000-

Charles, Emma, Axel and Jimmy were on the X-Jet flying toward Deerfield, Illinois. "So I gotta ask, why are only me and Jimmy going?" Axel asked from the seat behind his mother.

"Because, we believe you two will be able to connect with this girl." Charles explained as he flew the Jet.

Emma spoke up. "You'll be coming with us to meet the parents while Jimmy makes contact with the girl at her school(1)."

"Wait I thought there were two people. What about the other one?" Axel asked.

"Lance Alvers. Let your mother and I handle him. Focus on the girls parents, you're a model of what were offering." Charles said.

"Yay." Axel groaned.

"I do want to say one thing though." Emma said as she turned to look at her son. "Neither your father or I want grandchildren now." She said her face blank.

Axel immediately turned red wondering where that came from until he saw his mother glance in Jimmy's direction before she turned around. Looking at Jimmy, he saw he looked confused. Axel sighed. _'Curse her telepathy.'_

-000-

"Tell us again how exactly you know our daughter?" Asked Mr. Pryde. Charles, Emma and Axel stood on the porch of the Pryde household. They sent Jimmy ahead to the school to meet with Kitty directly. The conversation just started and already Axel didn't like Mr. Pryde. He understood he was having difficulty with his daughter being a mutant, but that was no excuse to be rude. _'Why is it always the mothers that react calmly when they discover their children are mutants?'_ Axel asked his mother telepathically.

_'I wish I knew sweet heart, I wish I knew.'_ She projected back.

Meanwhile, Charles addressed Mr. Pryde. "As I said before Mr. Pryde, My wife and I run a school for mutants to help them control their powers so they don't endanger themselves or others. We know your daughter recently activated her powers. We simply want to help her control them."

Emma spoke up. "If we could come in, we could discuss..."

"Excuse me miss, we can discuss whatever you have to tell us, out here." Mr. Pryde cut her off rudely.

Axel growled as he narrowed his eyes. Who did this guy think he was talking to his mother that way. Evidently Charles felt the same way. "Excuse me Mr. Pryde, while I understand your going thru a difficult time, that does not excuse the rudeness you have just shown my wife." Charles said sternly as he stepped forward. While normally Charles was a calm man and a pacifist by nature, make no mistake, insult or harm his wife and/or children, he would make you a vegetable without second thought. It happened once before the children were born, some fool made the mistake of thinking Emma was a hooker... 20 years later the man was still in a telepathic induced coma with a crushed penis.

Mr. Pryde looked like he was about to retort before suddenly being wacked upside the head by his irate wife who was embarrassed by his actions. She gave him a slight glare before turning her attention to the family on her porch that wanted to help her baby girl. Her expression softening she spoke. "Please, excuse my husband's behavior, he's never been very good with change. Please come in." Mrs. Pryde said as she moved her husband out of the way a made way for the family of three to enter.

Before they did however, Emma turned to her son. "Why don't you go to the school and help Jimmy." She said. Truthfully she wanted him away from Mr. Pryde, she sensed the anger directed at the man from her son and didn't want him possibly harming the man if he said anything else stupid.

Nodding to his mother before sending one more glare at the man that was rude to his mother. Turning on his heel, he made for the school, it was only a few blocks away so he could easily walk there.

-000-

Meanwhile back at the mansion...

Logan was working on his motorcycle while Ororo was entertaining Goldilocks(2) in the Garden. He'd never admit it but he loved seeing Ororo interacting with kids. They had once talked about having kids of their own... correction, she once asked about the possibility of them having children. Logan wasn't so sure he wanted more children. He would never say it out loud, but he never planned on having them. Hell, Jimmy was the product of a one night stand. Granted he loved his son more than anything, and considering he raised him on his own until he met Ororo, he wouldn't call himself a bad father. Logan sighed, he had a feeling he and Ro' would eventually have a kid for no other reason than that she wanted one. He never could say no to that woman.

Logan was taken from his thoughts when the wind shifted, and a familiar scent blew by. Not getting a clear smell, Logan went up to the roof of the mansion and took a deep breath before he growled. "Sabertooth."

On the road heading to Bayville a motorcycle was riding through. The man driving it took a whiff through his helmet. "Wolverine." He growled out.

Back at the mansion, Logan had put on his orange and black 'Wolverine' suit, got on his bike and sped off after Sabertooth, passing by Scott, Kurt and Jean. Kurt and Scott went after him while Jean shook her head before texting Axel.

J- How goes the mission

A- We're trying to recruit this girl, her father's a dick

J- Tht sux :p

A- You don't know the half of it

J- What about the girl

A- Idk, Jimmy's meeting with her directly

J- Wish I could see how that turns out

A- Anyway, how are you? legs feeling better?

J- Slightly

A- Sorry

J- No worrys, nothing a hot bubble bath won't cure

A- Smh, now I really wish I wasn't on a mission :(

J- Poor baby... Scott asked about my limp

A- What'd you tell him?

J- Early danger room session, he seemed to buy it

A- Good news he knows were dating but not that were intimate.

J- Thats good

A- Bad news, my parents know

J- ...how screwed are we?

A- As long as we don't have kids were safe.

J- Good get back to your mission and you can massage me when you get back.

A- You'll be the death of me one day.

-000-

With Jimmy...

Jimmy had been tracking this Katherine (Kitty) Pryde from a distance. She had brown hair worn in a ponytail with two bangs framing her face and wore a white shirt under a pink sweater with blue Capri pants and sandles. There were too many people around every time he wanted to get close enough to talk to her so he always made sure to stay out of sight. Finally it seemed an oppertunity presented itself as he saw her at her locker and the crowd of student thinned. Sadly before he walked over, he saw a couple of girls walk up behind her and push her into her locker. Jimmy growled at the bullying of the poor girl and as soon as the girls left, he came out of his hiding spot and went to Kitty's locker.

"Somebody let me outta her!" Kitty cried out as she banged out on her locker.

"Hang on in there, I'll get you out. Just give me a sec, woah..." Jimmy was saying before Kitty suddenly phased through her locker and knocked them both to the ground. Looking up into Kitty's blue eye's that were staring right back into his. He had one thought before the girl shot up in a panic. _'Wow, she's cuter up close.'_

Kitty was banging on her locker trying to get out. Her mind was racing since she didn't do well in enclosed spaces. She barely heard a male voice outside her locker before she suddenly fell through it and knocked into a hard body. When she opened her eyes, she was staring into a pair of blue eyes leaning back a bit she saw the handsome face of the guy she didn't realize she was straddling, to busy studying the face of the boy under her. The boy had short blonde hair that trailed down into darker blonde almost brown sideburns. His face only had a no traces of baby fat but his bright vibrant eyes showed his age to be close to hers if only off by a couple of years at the most. All and all he was very handsome. However it had just accrued to her that she had phased through her locker and into this hot guy who probably thought she was a freak. That in mind she shot to her feet and made to make a hasty exit.

"Wait, don't go." Jimmy said as he got to his feet and grabbed Kitty's hand before she could leave. "It's okay. My names Jimmy, trust me, I'm the last person that's gonna judge you."

"Judge what, I don't know what you're talking about." Kitty said, still apprehensive.

"Calm down, you and I both know that you just fell through a closed locker, and I'm not gonna judge because like you I have a power too." Jimmy said calmly. He normally wasn't the one to handle these types of situations but he was the only one here. Hearing that he also had a power seemed to slightly calm her down but Kitty now looked at him sceptically. "You don't believe me do you?" At her look, he backed up and looked around to make sure no one else was around. "Promise not to run away screaming?" Kitty backed up a bit before reluctantly nodded. Taking a deep breath, Jimmy lifted his arms to his chest and with a grunt, popped his bone claws from his hands.

Kitty gasped when she saw the foot long bone claws protrude from the boys hands. She then watched, fascinated when a dark liquid secreted from the base of his knuckles and covered his claws before it solidified turning the dull bone claws into sharp metal claws. What kept her rooted to the spot was the grimace on the boys face when he first popped out the claws. She walked closer to him when he retracted the claws and grabbed his left hand when he was lowering them to his side. Turning it over, she ran a finger over his knuckles and saw a tiny speck of blood between each one. "Does it hurt, when they come out?"

Jimmy was surprised by this girl. No one had actually examined his hand after seeing his claws come out. It was a danger zone. "Everytime, though not as much when there already covered with metal." He replied.

Kitty nodded slightly as she picked up his right hand and examined that one next to its brother. His hands were rough and calloused and she just noticed how much bigger they were than her own. Suddenly she realized she was holding hands with a boy she barely knew and that had claws in his hands. Dropping his hands she backed up. "I like, gotta go." She said as she ran off before Jimmy could stop her.

"Wait, what's your name?" He already knew it but thought it only right to hear it from her.

"It's Kitty, Kitty Pryde." She replied as she stopped for a second before she ran off again, leaving Jimmy staring after her.

"Do my eyes deceive me or did I just see a moment between you and the girl." A voice said from behind Jimmy. Turning around, he saw a grinning Axel with his arms crossed. "If I didn't know any better I'd say you were smitten."

"Your gonna give me crap about this aren't you?" Jimmy asked already knowing the answer.

"You know what they say, paybacks a bitch." Axel said as the two boys walked off. Neither noticed another boy that had been watching them since Kitty fell out of her closed locker and who was currently glaring at Jimmy.

-000-

Axel and Jimmy were watching Kitty's gym class from the bleachers. They saw Kitty try and fail to do the long jump. Then they watched when her bully Riley was swept up in the air by a blast of dirt. Jimmy went after Kitty after seeing her run away while Axel spied a long trail of cracked ground up to the roof of the school and saw a boy with a brown mullet. _'That must be Lance, and it looks like he caused that crack. Why do I get the feeling that this is going to be more trouble than we need'_. Axel thought as he took a brief look in Lance's head and discovered he wanted to use Kitty.

-000-

Jimmy found Kitty in the theatre room throwing a small tantrum before he saw her experiment with her powers briefly by phasing her hand through a bowl she knocked over. "I see your starting to get the hang of your powers." He said causing Kitty to gasp. "Sorry, didn't mean to scare you."

"Jimmy! Oh no you didn't like, scare me, I just didn't expect to like, see you again so soon." Kitty said nervously. "Um, how are your hands?" She asked.

Jimmy chuckled as he picked up the bowl from the ground. "There fine. I have a healing factor so pain doesn't bother me much." He confessed as he set the bowl on the prop table.

"A healing factor, how's that work?" Kitty asked curiously.

"Well, it's a passive ability. Any and every time I'm hurt or injured, my body immediately starts repairing itself at an astounding rate. I always healed quickly but it wasn't until I was eight and broke my arm and leg falling out of a tree did I realize that I had it. My bones snapped back into place and mended themselves in seconds. Depending on my injury, it takes from a few seconds to a few minutes for me to heal." Jimmy explained.

Kitty had been listening with rapt attention. She didn't know why but something about Jimmy intrigued her. The two just stood there in comfortable silence lost in the eyes of the other. The moment was broken by a throat clearing. "I'm not interrupting anything am I?"

Both teens suddenly jumped, Jimmy was kicking himself for not hearing nor smelling someone coming. Jimmy and Kitty turned and saw Axel sitting in one of the audience chairs. "Who are you, what do you want?" Kitty said, apprehension creeping into her voice.

Jimmy spoke up as Axel stood up and walked on stage. "He's with me, this is Axel. He's a friend that's just like us." He explained. To prove his point, Axel's irises turned green as he lifted his hand palm up as a green orb of energy appeared in his hand.

"Cool" Kitty said.

"It's only cool now because I've had help controlling it. Which is what were offering you." Axel said as he took a brochure from his back pocket and handed it to Kitty.

"A school." She said as she looked at the brochure then back at the two boys in front of her.

Jimmy nodded. "A school for mutants, people like us with extrodanairy gifts. It's a place that can help us control our powers so they don't control us."

Kitty snorted. "Gift, don't you mean curse."

Jimmy shook his head. "It's only a curse if you make it one." Seeing Kitty still look unsure, he continued. "It's completely optional, were not forcing you to do anything."

Kitty thought it over in her head. "You said this school has other people like us right?"

Axel nodded. "Yeah, they've come and go for as long as I remember. A lot of them like you, scared and confused and convinced that there was something wrong with them. But I can tell you that there is absolutely nothing wrong with you. Sure your different but different is okay, everyone, human or mutant is different in some way."

Kitty looked thoughtful for a moment. "Can I think about it for a bit?"

Jimmy spoke up. "Of course, take all the time you need." Kitty nodded and walked out the theatre.

"How long were you sitting there?" Jimmy suddenly asked.

"Since you started telling your story." Axel admitted with a smirk before he and Jimmy narrowed their eyes. "You can come out now, we know your there." Axel said.

Out from behind the curtains came Lance Alvers and he didn't look happy. "Piece of advice, I'm the only friend that girl's gonna need, so back off or..." He was interrupted by two metal claws framing his face and a finger with a green orb pointed at his head.

"Or what? Surely you weren't about to threaten two mutants that could put you down before you even activated your powers." Axel said as he glared at Lance.

"And before you say something stupid, keep in mind I have three claws in my hands. Try and guess where the third one will come out." Jimmy threatened with his teeth bared. Lance wisely kept his mouth shut.

Axel and Jimmy pulled back and left the theatre while Lance stood there glaring at them before he left to find Kitty and pull her to his side before she made up her mind and inevitably joined them.

-000-

Kitty was looking for Jimmy and Axel. School had ended and she had made up her mind. The decision was much easier after another boy came up to her earlier. His name was Lance and she at first thought he was with Jimmy and Axel. That thought was thrown out the window when he started talking however. Kitty was really only half listening but she heard enough to know that this guy gave up on the world accepting him and instead wanted to watch it 'shake apart'. She caught him saying something about meeting him by the office but that wasn't happening.

When she got to the front of the school, she finally saw Axel and Jimmy with her parents and two other people she recognised from the brochure. She saw Jimmy tilt his head up to sniff the air before he turned in her direction and waved her over. Smiling she ran over to give her answer.

Unbeknownst to Kitty and the others, they were being watched by Lance from the woods. He saw as Kitty ran to the group of others and watched as they exchanged words. Judging by the reactions on their faces, Kitty had agreed to go with them. Once they were gone, Lance let his anger out as he caused an Earthquake that destroyed the office he was trying to get into. When he calmed down, he heard a voice behind him.

"I'd say you pretty much blew your chance at this school." Turning around, Lance saw a woman in a suit.

"And you are?" Lance asked.

"Your new adviser. I've made an opening for you at Bayville High." She said much to Lance's shock. "I have much to teach you..." She trailed off as she changed to show her true blue form. "My young Avalance."

-000-

Later at the Mansion...

Jimmy had volunteered to show Kitty around the institute, freeing Axel to go find Jean. A quick check with Telepathy showed she was in his room, more specifically in his bathroom. Heading up he saw Scott walk past him with a scowl on his face. Paying him no mind, Axel continued to his room. When he got inside, he made a beeline for his bathroom where he found Jean laying contently in his bathtub taking a bubble bath. Without opening her eyes she spoke. "Welcome back. Did we get a new recruit?" She asked.

"Yup, Kitty Pryde. She's cute. I think Jimmy has a crush." He said as he sat on the edge of the tub. He rolled up his right sleeve and trailed his hand over her knee which was sticking out of the water. "Is Scott still mad at me or did something else happen while I was away?" He asked as his hand went down her leg and into the water.

Jean took a deep breath as she felt Axel's hand get lower and lower. "He and Kurt went after Logan earlier and they got involved in one of his fights so Logan yelled at them." She answered.

Axel laughed at their misfortune. "Jimmy and I could have told him that was a bad idea." Suddenly Jean's breath hitched as his hand found her core. "If I remember right, I owe you a massage." He said huskily.

Jean finally opened her eyes and looked at him with a sexy smirk. "Care to hand me my towel so I can dry off."

Axel lean down to her ear. "Why bother, your just gonna get wet all over again." He whispered before she pulled him into a kiss.

-000-

1. In the Earth-1610 universe where Jimmy is from, Kitty was the one how found him when his powers manifested. It's kinda symbolic that he's the one that finds her when her powers manifest.

2. Logan's nickname for Eva.

-000-

Character Profile:

X-Men

Name: Katherine (Kitty) Pryde a.k.a Shadowcat

Age: 16

Mutation: Phasing/Intangibility

Mutant Class: Level 3 Gama

Brotherhood

Name: Lance Alvers a.k.a Avalanche

Age: 17

Mutation: Seismokinesis

Mutant Class: Level 3 Gama

-000-

**Well there's chapter 3 finally. I hope you all enjoy.**

**RnR**

**TTFN**


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